Before taking this course, the prospect of handling the purchase and sale of an S corporation, with its myriad tax implications and complex rules, might seem overwhelming. The differentiation between asset and stock sales, understanding various tax elections, and the complexities of installment sales can be confusing, making you hesitant in advising clients or making strategic decisions.
After completing this online Webcast CPE course, you will experience a significant shift in your understanding and confidence. We bridge this gap by providing detailed insights into the S corporation transactions through a case study approach with the guidance of Robert Jamison, CPA, PhD. You'll learn to differentiate between asset and stock deals, calculate the impact of installment sales, and understand the intricacies of special tax elections like Section 338(h)(10). Furthermore, the course will enable you to comprehend the due diligence required for S corporation stock purchases, making you adept in advising on these transactions. With this newfound expertise, you'll be able to handle S corporation transactions with confidence, providing valuable insights and strategic guidance to your clients and firm.
Learning Objectives
Upon completion of this course, participants will be able to:
Comprehend the basic rules of asset and stock sale/purchase transactions;
Understand the residual method for allocating consideration in an asset transfer;
Contrast the basis to the purchaser of the assets acquired in an asset deal and a stock deal;
Calculate the effects of an installment sale on the timing of gain recognized by the corporation and the selling shareholders;
Determine the treatment of a covenant not to compete, on the purchaser and the seller;
Calculate the effects of a AAA bypass election and a complete liquidation of the target corporation;
Understand the implications of the Section 338(h)(10) election, the Section 336(e) election and the Type F reorganization;
Prepare forms for the Section 338(h)(10) and Qualified Subchapter S Subsidiary elections;
Calculate the effects of these options on the purchasers and sellers of an S corporation; and
Comprehend the due diligence concerns for the purchaser of S corporation stock.
Major Topics
Gains and Losses Realized
Asset Transfer
Stock Transfer
Sale of Assets
Purchaser's Tax Consequences
Allocations
Effects of Agreement
